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(Original title: Wuliangye’s private placement did not set up performance assessment: a “capital feast” before the former chairman’s retirement)

"Jinzhengyan" Southern Capital Center Chi En/Author Yi Xi Nan Jiang Yingwei/Risk Control

In April 2024, the capital marketNine Articles"After a lapse of ten years, it was upgraded again, which proposed strict refinancing review and control.WuliangyeCo., Ltd. (hereinafter referred to as "Wuliangye") implemented employeeShareholdingThe duration of this fixed increase plan has been extended twice, and the latest extension period is December 31, 2026.

In this private placement of shares and employee stock ownership plan, there may not be any conditions related to performance evaluation, and the directors, supervisors and senior managers participating in the plan may have an average floating profit of more than 10 million yuan per person. The issuance of this private placement was completed in April 2018. The following year, Liu Zhongguo reached retirement age and resigned as the chairman of Wuliangye. In addition, in this private placement, Wuliangye raised more than 1.8 billion yuan to invest in digital transformation-related projects. However, two years later, only 180 million yuan was invested and the purpose of the funds raised was changed. In the bidding process of Wuliangye's fundraising and investment projects, there may be "connections" between the candidates bidding in the same field.

1. The former chairman "precisely" participated in the employee stock ownership plan before his retirement, and did not set up performance evaluation for directors, supervisors, and senior managers, or their average floating profit exceeded 10 million yuan.

In November 2023, the Shanghai and Shenzhen Stock Exchanges issued specific measures to optimize refinancing, requiring that the funds raised in the previous round have been fully utilized and that the funds raised should be used properly and fully.

In April 2018, Wuliangye conducted a private placement of shares and an employee stock ownership plan, with employees, including 11 directors, supervisors and senior managers, who made an average floating profit of more than 10 million yuan per person. The former chairman Liu Zhongguo "retired" the year after the above-mentioned fixed increase was completed.

1.1 The company was suspended in 2015 to plan for a private placement and employee stock ownership plan. This private placement was the first refinancing of Wuliangye since its listing 17 years ago.

On April 27, 1998, Wuliangye successfully landed on the main board of the Shenzhen Stock Exchange.

In June and July 2014, Wuliangye held its fifth round of board of directors, supervisors and senior management changes, with Liu Zhongguo continuing to serve as Wuliangye’s chairman, Chen Lin continuing to serve as director and general manager, and Peng Zhifu continuing to serve as deputy general manager and secretary of the board of directors.

The following year, in July 2015, Wuliangye's shares were suspended from trading on the afternoon of the 29th of that month due to its planning of non-public issuance of shares and employee stock ownership plan. Three months later, on October 30, 2015, Wuliangye's board of directors formally approved the proposal on the matter.

It is worth noting that the above-mentioned non-public issuance of shares and employee stock ownership plan was initiated by Wuliangye on April 27, 1998.Shenzhen Stock ExchangeThis is the first refinancing and employee stock ownership plan since the company’s listing on the Main Board.

It is worth noting that in the same year when the above-mentioned decision to increase shares was made, that is, 2015, Liu Zhongguo was 60 years old, Chen Lin was 55 years old, and Peng Zhifu was 58 years old.

1.2 Liu Zhongguo "retired" the year after the completion of the above-mentioned fixed increase, and he may participate in the employee stock ownership plan

According to the non-public offering signed by Wuliangye on September 29, 2016A sharesThe response to the feedback on the stock application documents (hereinafter referred to as the "fixed increase response document") stated that there were a total of 8 directors and senior managers who participated in the employee stock ownership plan, including Liu Zhongguo, Chen Lin, and Peng Zhifu.

It is worth noting that according to the first employee stock ownership plan (draft) signed by Wuliangye on October 30, 2015 (hereinafter referred to as the "draft employee stock ownership plan signed in October 2015"), if the holder of the employee stock ownership plan reaches the retirement age prescribed by the state and retires, and is willing to abide by the non-competition agreement, the shares and rights held by him in the employee stock ownership plan will not be affected.

After this issuance, Wuliangye will have 85,641,300 new shares and will be listed on the Shenzhen Stock Exchange on April 20, 2018.

That is, the above-mentioned private placement of shares and employee stock ownership plan were completed in April 2018.

On July 21, 2018, September 27, 2019, and November 27, 2020, Peng Zhifu, Liu Zhongguo, and Chen Lin no longer served as directors, supervisors, and senior managers due to reaching retirement age.

It should be noted that on July 21, 2018, Wuliangye disclosed that Peng Zhifu would no longer serve as Wuliangye's deputy general manager and board secretary due to reaching the statutory retirement age. Seven days later, on July 28, 2018, Wuliangye issued a resolution announcement of the 44th meeting of the fifth board of directors, stating that due to the relevant provisions of the Shenzhen Stock Exchange's "Stock Listing Rules" and other relevant regulations, Wuliangye's board of directors decided that the former board secretary Peng Zhifu would continue to perform the duties of board secretary.

It was not until March 2022 that Peng Zhifu stepped down from the position of secretary of the board of directors.

That is to say, in 2015, Wuliangye planned its first refinancing and employee stock ownership plan since its listing 17 years ago, and the employee stock ownership plan stipulated that the retirement of the holders would not affect their shares. At that time, Chairman Liu Zhongguo was nearly 60 years old and may have participated in the employee stock ownership plan. In April 2018, the issuance of this private placement was completed, and Liu Zhongguo reached retirement age and resigned as the chairman of Wuliangye. The deputy general manager Peng Zhifu and director and general manager Chen Lin of the same term also retired in 2018 and 2020 respectively.

1.3 The employee stock ownership plan does not have performance evaluation, and the average floating profit per person of the directors, supervisors and senior managers who participated in the subscription exceeds 10 million yuan

Now let’s look at the specific implementation of the employee stock ownership plan.

According to the private placement report and listing announcement signed by Wuliangye on April 19, 2018 (hereinafter referred to as the "private placement announcement"), Wuliangye reduced the private placement price twice during the period of 2016-2017 due to profit distribution.

Until November 2017, Wuliangye received the approval of the China Securities Regulatory Commission for the non-public issuance of shares. As of April 12, 2018, 10 issuing objects successfully subscribed to the shares issued by Wuliangye, with a total fundraising amount of 1.853 billion yuan and an issue price of 21.64 yuan per share. The shares were listed on the Shenzhen Stock Exchange on April 20, 2018.

On April 20, 2018, Wuliangye’s stock closed at 69.63 yuan per share.

It can be seen that when the stock was officially issued, Wuliangye’s stock price had risen to 69.63 yuan per share, and the issue price was far lower than the stock price at that time.

In addition, the issuers of this private placement of shares include Guotai Junan Employee Stock Ownership No. 1 - Yibin Wuliangye 1st Employee Stock Ownership Plan Targeted Asset Management Plan (hereinafter referred to as "Wuliangye Employee Stock Ownership No. 1") and Guotai Junan Junxiang Wuliangye No. 1 Collective Asset Management Plan (hereinafter referred to as "Junxiang Wuliangye No. 1").

Among them, the principal of "Wuliangye Employee Stock Ownership No. 1" is Wuliangye's first employee stock ownership plan, and the participants of the employee stock ownership plan are Wuliangye's directors, supervisors, senior management and other employees, a total of 2,428 people.

The duration of the employee stock ownership plan is 48 months, of which the first 36 months are the lock-up period and the last 12 months are the unlocking period. It is worth noting that the draft employee stock ownership plan signed in October 2015 shows that Wuliangye has not implemented additional performance evaluation conditions for the above employee stock ownership plan.

That is, Wuliangye’s employee stock ownership plan does not have any performance evaluation conditions, and it plans to indirectly participate in the private placement through the asset management plan.

According to the announcement of the private placement, in April 2018, when the stock was issued, "Junxiang Wuliangye No. 1" subscribed for 19.414 million shares of Wuliangye issued stock for a total of 420 million yuan. "Wuliangye Employee Stock Ownership No. 1" subscribed for 23.6963 million shares of Wuliangye issued stock for 513 million yuan, with a subscription price of 21.64 yuan per share.

The shares issued this time have a 36-month lock-up period, and the restricted shares will be released and listed on June 4, 2021.

According to Oriental Choice data, the closing price of Wuliangye stock was 315.3 yuan per share on June 4, 2021. As of the query date of July 29, 2024, the closing price of Wuliangye stock was 124.1 yuan per share.

According to incomplete statistics based on the subscription price, compared with the closing price on June 24, 2021, the day of listing and circulation, the 2,428 employees who participated in the subscription had a cumulative floating profit of approximately RMB 695,864.96 million, with an average floating profit of approximately RMB 2.866 million per person. Compared with the closing price on July 29, 2024, the most recent query date, the 2,428 employees who participated in the subscription had a cumulative floating profit of approximately RMB 242,792.08 million, with an average floating profit of approximately RMB 1 million per person.

Let’s look at the situation of directors, supervisors and senior managers.

According to the draft of the employee stock ownership plan signed in October 2015, the total number of shares of the employee stock ownership plan shall not exceed 513.48 million, the subscription price of each share shall be RMB 1, the total subscription amount shall not exceed RMB 513.48 million, and the number of shares subscribed shall not exceed 22 million. Among them, the then directors, supervisors and senior managers who are expected to participate in the subscription of Wuliangye's employee stock ownership plan include Tang Qiao, Liu Zhongguo, Chen Lin, Yu Mingshu, Peng Zhifu, Zhu Zhongyu, Tang Bochao, Tang Shengyun, Luo Wei, Yang Yunxia and Wu Guoping, a total of 11 people, and the total subscription shall not exceed RMB 43.8 million, accounting for 8.53% of the total amount of the employee stock ownership plan.

If calculated based on the investment ratio of the employee stock ownership plan, the above-mentioned 11 directors, supervisors and senior managers including Liu Zhongguo may have indirectly subscribed for a total of 1.8766 million Wuliangye shares through "Wuliangye Employee Stock Ownership No. 1", with a unit subscription price of RMB 21.64 per share.

According to incomplete statistics based on the subscription price, compared with the closing price on the listing date of June 4, 2021, the 11 directors, supervisors and senior managers who participated in the subscription had a cumulative floating profit of approximately RMB 551.0843 million, and an average floating profit of approximately RMB 50.0986 million per person; if calculated compared with the closing price on the recent query date of July 29, 2024, the cumulative floating profit was approximately RMB 192.2771 million, and an average floating profit of approximately RMB 17.4797 million per person.

As of the end of 2019, there were 12 current directors, supervisors, senior managers and party committee members of Wuliangye participating in the employee stock ownership plan, including Li Shuguang, who indirectly held approximately 1.8987 million shares of Wuliangye through Guotai Junan's asset management plan "Wuliangye Employee Stock Ownership No. 1", accounting for approximately 2.22% of the total number of shares issued in this non-public offering. In addition, from 2021 to 2022, Supervisor Wu Guoping obtained at least 41,000 shares through non-trading transfers due to his participation in the employee stock ownership plan.

If calculated compared with the closing price on the listing date of June 4, 2021, the floating profit of the stocks obtained by Supervisor Wu Guoping through the employee stock ownership plan is approximately RMB 12.0365 million; if calculated compared with the closing price of the stocks on the recent query date of July 29, 2024, the floating profit of the stocks obtained by Supervisor Wu Guoping through the employee stock ownership plan is approximately RMB 4.1996 million.

It is worth noting that Wu Guoping worked in the Yibin Audit Bureau and became the supervisor of Wuliangye in June 2015.

1.4 Former Supervisor Yu Mingshu may have also participated in the subscription of the employee stock ownership plan. He was “double-opened” for violating disciplines in 2019

According to the draft employee stock ownership plan signed in October 2015, as of October 30, 2015, Wuliangye’s directors, supervisors and senior managers who subscribed to the employee stock ownership plan included Yu Mingshu, the then supervisor.

As mentioned above, Wuliangye’s private placement of shares was completed on April 12, 2018.

Then, according to the announcement signed by Wuliangye on August 28, 2018 regarding the disciplinary review and supervisory investigation of the company's supervisors, on August 24, 2018, Wuliangye learned that its Supervisory Board Chairman Yu Mingshu was suspected of serious violations of discipline and laws and was currently undergoing disciplinary review and supervisory investigation.

According to information disclosed by the Sichuan Provincial Supervision Commission, on February 21, 2019, Wuliangye Supervisor Yu Mingshu violated regulations by accepting gifts and cash gifts, violating work discipline, and making investment decisions in violation of regulations. He also used his position to seek benefits for others and accepted property, and was suspected of bribery. As a result, Yu Mingshu was expelled from the Party and removed from public office.

In short, Wuliangye implemented the employee stock ownership plan without any conditions related to performance evaluation. The directors, supervisors and senior managers who participated in the plan may have made an average profit of more than 10 million yuan per person.

That is to say, Wuliangye's shareholding plan does not have performance evaluation. The average floating profit of more than 2,000 employees participating in the plan is about 1 million to 2.866 million yuan; among them, the average floating profit of directors, supervisors and senior managers is about 17.4797 million to 50.0986 million yuan. Among the newly added directors, supervisors and senior managers, Li Shuguang and Wu Guoping, Wu Guoping received at least 41,000 shares, with a floating profit of about 4.1996 million to 12.0365 million yuan. Although the shareholding of Liu Zhongguo, the then chairman, was not disclosed, we can know something based on Wu Guoping's shareholding.

2. The 1.8 billion yuan fundraising project was changed two years after its implementation. There may be "connections" behind the project bidding.

In practical operations, the key term to define the meaning of the "interests" of the bidding parties in the "Regulations for the Implementation of the Bidding Law" is "affecting fairness", that is, seeking a balance between ideals and reality, and defining collusion in bidding from the perspective of the subject's behavioral consciousness and purpose.

In the above-mentioned fixed increase, Wuliangye raised more than 1.8 billion yuan to invest in the construction of digital transformation projects, but only invested 180 million yuan two years later and changed the purpose of funds. Behind the bidding of this project, there may be "connections" between the candidates in the same bidding.

2.1 Raised 1.8 billion yuan to build a digital transformation project, but only invested 180 million yuan two years later and changed the purpose of the funds

According to the announcement of the private placement at that time, the funds raised in this private placement were 1.854 billion yuan, and the investment projects of the raised funds were information construction projects, marketing center construction projects, and service-oriented e-commerce platform projects (hereinafter collectively referred to as "digital transformation projects"), with the amounts of raised funds invested being 715 million yuan, 508 million yuan, and 631 million yuan, respectively.

Among them, the information construction project is mainly to realize the comprehensive informatization of Wuliangye’s ten internal operation management systems (platforms). The marketing center construction project will build Wuliangye’s national marketing center in Chengdu. The service-oriented e-commerce platform project is mainly based on the self-built e-commerce service platform to systematically manage Wuliangye’s existing third-party e-commerce channels.

It is not difficult to see that the 1.854 billion yuan raised by Wuliangye through this private placement of shares will be invested mainly in the construction of informatization, marketing centers, and e-commerce platforms.

According to the announcement on the change of use of raised funds (hereinafter referred to as the "Announcement on the Change of Use of Raised Funds") issued in April 2020, Wuliangye stated that it has invested 180 million yuan in the "informatization construction, marketing center construction and service-oriented e-commerce platform" project, namely the digital transformation project. The implementation of the above projects is also long-term and phased, so the amount of raised funds used is relatively low.

In response, Wuliangye terminated the continued investment of raised funds in digital transformation projects and continued to invest in the above projects with its own funds. At the same time, the remaining 1.676 billion yuan of raised funds and interest were invested in the "finished wine packaging and intelligent warehousing and distribution integration" and "blending wine warehouse technical transformation project" projects.

2.2 Behind the bidding for digital transformation projects, there may be "connections" between candidates bidding in the same field

The background of the companies involved in the bidding for Wuliangye’s digital transformation project is worthy of attention.

According to the announcement on the change of the use of the raised funds, as of before the change of the use of the raised funds, that is, April 2020, 56 million yuan of the raised funds had actually been invested in the information construction projects among the fundraising projects.

According to the reply document of the fixed increase, the sub-projects of the information construction project include the "Office Collaboration and Unified Platform" project, and the investment amount of this project is 15.13 million yuan, of which 2.7 million yuan is used for hardware purchase and 12.43 million yuan is used for software purchase.

According to information from the Yibin Public Resources Trading Platform, on April 8, 2019, Wuliangye launched a tender for the "Office Collaboration and Unified Docking Platform (Phase I)" project. The project content includes the implementation and development of the Office Collaboration and Unified Docking Platform (Phase I) software.

The winning bidders for the project are Chengdu Youqian Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Youqian Optoelectronics"), Chengdu Jinhongda Technology Co., Ltd. (hereinafter referred to as "Jinhongda"), and Chengdu Yuanxinhe Technology Co., Ltd. (hereinafter referred to as "Yuanxinhe").

In January 2022, Wuliangye launched a tender for the "Unified External Portal Platform (Phase II) (Second Round)" project with a control price of RMB 2.49 million. The winning bidders for the project are Youqian Optoelectronics, Jinhongda, and Chengdu Zhihui Xinchuang Technology Co., Ltd.

In August 2022, Wuliangye launched a tender for the "Collaborative Office Platform Upgrade Project" with a project control price of 2.485 million yuan. The winning bidders for the project are Youqian Optoelectronics, Jinhongda, and Camelot Technology Co., Ltd.

It can be seen that Youqian Optoelectronics, Jinhongda and Yuanxinhe, three companies, have participated in the bidding for Wuliangye's projects many times.

According to the data from the Market Supervision Administration, as of the query date July 29, 2024, the shareholders of Youqian Optoelectronics are Lei Bo and Chen Fan. The shareholders of Jinhongda are Yao Wenbing and Zhang Liping. In 2020-2021, the corporate contact numbers of Youqian Optoelectronics and Jinhongda were both 13*******18. According to Alipay public information, as of the query date July 29, 2024, the owner of the account corresponding to the above phone number 13********18 is "Chen Fan". The above information points to Chen Fan, a shareholder of Youqian Optoelectronics.

From 2020 to 2021, Sichuan Anjishi Electric Co., Ltd. (hereinafter referred to as "Anjishi") also used the telephone number 13*******18 as its corporate contact number. As of the query date of July 29, 2024, the shareholders of Anjishi were Lei Bo and Lei Juan. Coincidentally, since January 2022, Jin Hongda also has a contact person named "Lei Juan".

Yuanxinhe was established on March 28, 2016 and was deregistered on July 28, 2020. From its establishment to its deregistration, its shareholders were Lei Juan and Lu Pan, with shareholding ratios of 90% and 10% respectively.

In other words, Youqian Optoelectronics may have connections with Aegis and Jinhongda, and coincidentally, Youqian Optoelectronics and its "competitor" Yuanxinhe participating in the bidding may also have connections.

According to Article 34 of the Regulations for the Implementation of the Bidding Law, legal persons, other organizations or individuals who have a vested interest in the tenderer and may affect the fairness of the tender shall not participate in the bidding. Different units with the same person as the head or holding or management relationship shall not participate in the bidding for the same bidding section or the same bidding project without bidding sections.

Article 39: Bidders are prohibited from colluding with each other in bidding. The following circumstances shall be regarded as collusion among bidders: (i) Bidders negotiate the substantive content of bidding documents such as bidding quotations; (ii) Bidders agree on the winning bidder; (iii) Bidders agree that some bidders will give up bidding or win the bid; (iv) Bidders who are members of the same group, association, chamber of commerce, etc., coordinate bidding in accordance with the requirements of the organization; (v) Other joint actions taken by bidders to win the bid or exclude specific bidders.

In summary, Wuliangye raised 1.8 billion yuan to build a digital transformation project. During the bidding process, Youqian Optoelectronics, Jinhongda, and Yuanxinhe participated in the bidding for Wuliangye's projects many times. The fact that these three candidates may have a close relationship but bid together is worthy of attention.